UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under
the Securities Exchange Act of 1934
(Amendment No. 19)*
|
TOP SHIPS INC. |
| (Name of Issuer) |
|
Common Stock, par value $0.01 per share
|
| (Title of Class of Securities) |
|
Y8897Y198 |
| (CUSIP Number) |
|
Dimosthenis Eleftheriadis
11
Kanari Street
106
71 Athens, Greece
011
(30) 210 364 0030
|
|
(Name, Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
|
|
October 10, 2022
|
| (Date of Event Which Requires Filing of This
Statement) |
|
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is
the subject of this Schedule 13D, and is filing this schedule
because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box ☐. |
| 1. |
NAME OF REPORTING
PERSONS
Family Trading Inc.
|
| 2. |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP |
| |
|
(a) |
[_] |
| |
|
(b) |
[_] |
| 3. |
SEC USE ONLY |
|
|
| 5. |
CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_] |
| 6. |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Republic of the Marshall
Islands
|
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH: |
| 8. |
SHARED VOTING POWER
7,193,583 (1)
|
| 9. |
SOLE DISPOSITIVE
POWER
0
|
| 10. |
SHARED DISPOSITIVE
POWER
7,193,583 (1)
|
| 11. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,193,583 (1)
|
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |
[_] |
| 13. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
67.0% (2)
|
|
| 14. |
TYPE OF REPORTING
PERSON
CO
|
|
(1)
Represents the number of Common Shares issuable upon the conversion
of 13,452 Series E Perpetual Convertible Preferred Stock (the
“Series E Preferred Shares”) held by Family Trading Inc. assuming
conversion at a conversion price of $1.87, calculated as described
in Item 6 below as of October 12, 2022.
(2) See Item 5(a)
| 1. |
NAME OF REPORTING
PERSONS
The Lax Trust
|
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP |
| |
|
(a) |
[_] |
| |
|
(b) |
[_] |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
[_] |
| 6. |
CITIZENSHIP OR PLACE OF
ORGANIZATION
New Zealand
|
|
| NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
| 8. |
SHARED VOTING POWER
7,198,583 (1)(2)
|
|
| 9. |
SOLE DISPOSITIVE
POWER
0
|
|
| 10. |
SHARED
DISPOSITIVE POWER |
|
|
| |
|
|
| |
7,198,583 (1)(2) |
|
| 11. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,198,583 (1)(2)
|
|
| 12. |
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
[_] |
| 13. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
67.0% (3)
|
| 14. |
TYPE OF REPORTING
PERSON
OO
|
|
(1) The Lax Trust is an
irrevocable trust established for the benefit of certain family
members of Evangelos Pistiolis, the President, Chief Executive
Officer and Director of the Issuer. The Lax Trust is the sole
shareholder of Family Trading Inc., a Marshall Islands corporation
and may be deemed to beneficially own all of the Common Shares
beneficially owned by Family Trading, Inc.
(2)
Includes 7,193,583
Common Shares issuable upon the conversion of 13,452 Series E
Preferred Shares held by Family Trading Inc. assuming conversion at
a conversion price of $1.87, calculated as described in Item 6
below as of October 12, 2022.
(3) See Item 5(a).
Explanatory Note: This Amendment No. 19 (this
"Amendment No. 19") amends and supplements the Schedule 13D
filed with the U.S. Securities and Exchange Commission (the
"Commission")
by Family Trading Inc. ("Family Trading") and the Lax Trust (the
"Trust") on
October 11, 2022 (as amended, the "Schedule
13D"). This Amendment No.
19 is being filed on behalf of Family Trading and the Trust
(collectively, the “Reporting Persons”). This Amendment No. 19 is being filed
to reflect the decrease in the percentage beneficial ownership of
shares of common stock, par value $0.01 per share (the “Common
Shares”) of TOP Ships Inc., a corporation incorporated in the
Marshall Islands (the “Issuer”), resulting from an increase
in the number of Common Shares issued and outstanding.
Capitalized terms used herein but not otherwise defined shall have
the meaning set forth in the Schedule 13D filed with the
Commission on October
11, 2022.
| Item
1. |
Security and Issuer |
This Amendment No. 19 is
being filed with respect to the Common Shares of the
Issuer.
The address of the
principal executive offices of the Issuer is:
1 Vasilisis Sofias and Megalou Alexandrou Str
15124 Maroussi
Greece
| Item
2. |
Identity
and Background. |
(d.
and e.) To the best of the Reporting Persons' knowledge, none of
the persons listed in Item 2, including the Trustee, have, during
the last five years been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with
respect to such laws.
To
the best of the Reporting Persons' knowledge and except as
described in this Amendment No. 19, there are no material changes to this
Item 2 from the Schedule 13D/A filed by the Reporting Persons with
the Commission on October 11, 2022.
| Item
3. |
Source and
Amount of Funds or Other Consideration. |
This Amendment No. 19 is
being filed to reflect the decrease in the percentage beneficial
ownership of the Common Shares resulting from an increase of the
number of Common Shares outstanding.
Except as set forth herein,
there are no material changes to this Item 3 from the Schedule
13D/A filed by the Reporting Persons with the Commission on October
11, 2022.
| Item
4. |
Purpose of
Transaction |
There are no material changes
to this Item 4 from the Schedule 13D/A filed by the Reporting
Persons with the Commission on October 11, 2022.
| Item
5. |
Interest in
Securities of the Issuer. |
Item
5 is hereby amended and restated in its entirety to read as
follows:
(a.
and b.) According to information received from the Issuer, as of
October 12, 2022, there were 3,544,906 Common Shares issued and
outstanding, reflecting an increase in the number of Common Shares
issued and outstanding from the Schedule 13D/A filed by the Reporting
Persons with the Commission on October 11, 2022 as a result of the
exercise of pre-funded warrants for the purchase of one Common
Share (the “Pre-Funded Warrants”) offered under the Issuer’s
registered offering of Common Shares and Pre-Funded Warrants which
closed on June 7, 2022.
Based on the foregoing, the Reporting Persons report beneficial
ownership of the following Common Shares:
Family Trading may be deemed to beneficially own 7,193,583 Common Shares,
representing approximately 67.0% of the outstanding Common Shares.
This percentage ownership is based on 10,738,489 Common Shares
outstanding, which is calculated for this purpose by taking the sum
of (i) 3,544,906 Common Shares issued and outstanding and (ii)
7,193,583 Common
Shares, the number of Common Shares issuable upon the conversion of
13,452 Series E Preferred Shares held by Family Trading Inc.
assuming conversion at a conversion price of $1.87, calculated as
described in Item 6 below as of October 12, 2022. Family Trading
has the sole power to vote or direct the vote of 0 Common
Shares and the shared power to vote or direct the vote of
7,193,583 Common
Shares. Family Trading has the sole power to dispose or direct the
disposition of 0 Common Shares and the shared power to dispose or
direct the disposition of 7,193,583 Common Shares.
The
Trust may be deemed to beneficially own 7,198,583 Common Shares,
representing approximately 67.0% of the outstanding Common Shares.
This percentage ownership is based on 10,738,489 Common Shares
outstanding, which is calculated for this purpose by taking the sum
of (i) 3,544,906 Common Shares issued and outstanding and (ii)
7,193,583 Common
Shares, the number of Common Shares issuable upon the conversion of
13,452 Series E Preferred Shares held by Family Trading Inc.
assuming conversion at a conversion price of $1.87, calculated as
described in Item 6 below as of October 12, 2022. The Trust has the
sole power to vote or direct the vote of 0 Common Shares and the
shared power to vote or direct the vote of 7,198,583 Common Shares. The Trust
has the sole power to dispose or direct the disposition of 0 Common
Shares and the shared power to dispose or direct the disposition of
7,198,583 Common
Shares.
Voting and disposition of the Common Shares held by the Trust
requires the approval of the Trustee of the Trust.
Except as described above, to the best knowledge of the Reporting
Persons, no Common Shares are beneficially owned by the persons
named in response to Item 2.
(c.)
Except for those transactions described herein (see Item 3 and Item
6), to the best knowledge of the Reporting Persons, no other
transactions in the Common Shares were effected by the persons
named in response to Item 2 during the past 60 days.
(d.)
No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, any of the Common Shares beneficially owned by the
Reporting Persons.
(e.)
Not applicable.
| Item
6. |
Contracts,
Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer. |
Item 6 is hereby amended and restated in its entirety to read as
follows:
Series E Perpetual Convertible Preferred Stock
On March 29, 2019, the Issuer entered into a Stock Purchase
Agreement with Family Trading for the sale of 27,129 newly issued
Series E Preferred Shares at a price of $1,000 per share, in
exchange for the full and final settlement of the loan facility
between our Company and Family Trading dated December 23, 2015, as
amended. On June 30, 2019, the Issuer issued 1,029 Series E
Preferred Shares for the payment of dividends accumulated since the
original issuance of the Series E Preferred Shares through June 30,
2019. From July 25, 2019 to March 19, 2020, the Issuer redeemed
33,798 of Series E Preferred Shares pursuant to their terms for an
aggregate purchase price of $38.9 million. On February 17, 2020,
the Issuer issued 16,004 Series E Preferred Shares to Family
Trading, as settlement of the consideration outstanding for the
purchase of the M/T Eco City of Angels and M/T Eco Los Angeles from
parties affiliated with Mr. Pistiolis, and for dividends payable to
Family Trading Inc. under already-outstanding Series E Preferred
Shares. On June 30, 2020, we issued 900 Series E Preferred Shares
to Family Trading, as settlement for dividends payable to Family
Trading under already-outstanding Series E Preferred Shares.
On August 20, 2020, the Issuer and Family Trading entered into a
Standstill Agreement, pursuant to which Family Trading agreed not
to convert any of its Series E Preferred Shares into Common Shares
until August 20, 2021.
On September 8, 2021, pursuant to a Sale and Purchase Agreement
between the Issuer and Zizzy Charter Co. dated September 8, 2021,
the Issuer issued 2,188 Series E Preferred Shares to Family Trading
as partial settlement of the consideration outstanding for the
purchase of an additional 65% ownership interest in each of Julius
Caesar Inc. and Legio X Inc., each a party to shipbuilding
contracts for VLCC Julius Caesar and VLCC Legio X Equestris,
respectively, from a party affiliated with Mr. Pistiolis.
The following description of the Series E Preferred Shares is
subject to and qualified in its entirety by reference to the
Statement of Designations of the Series E Preferred Shares, which
is incorporated by reference herein.
The Series E Preferred Shares have the following
characteristics:
Conversion. Each holder of Series E Preferred Shares, at any
time and from time to time, has the right, subject to certain
conditions, to convert all or any portion of the Series E Preferred
Shares then held by such holder into the Issuer’s Common Shares at
the conversion rate then in effect. Each Series E Preferred Share
is convertible into the number of the Issuer’s Common Shares equal
to the quotient of $1,000 plus any accrued and unpaid dividends
divided by the lesser of the following four prices (the “Series
E Conversion Price”): (i) $10,000.00, (ii) 80% of the lowest
daily VWAP of the Issuer's Common Shares over the twenty
consecutive trading days expiring on the trading day immediately
prior to the date of delivery of a conversion notice, (iii) the
conversion price or exercise price per share of any of the Issuer’s
then outstanding convertible shares or warrants, (iv) the lowest
issuance price of the Issuer’s Common Shares in any transaction
from the date of the issuance the Series E Perpetual Preferred
Stock onwards, but in no event will the Series E Conversion Price
be less than $0.60 (the “Floor Price”). The Floor Price is
adjusted (decreased) in case of splits or subdivisions of our
outstanding shares and is not adjusted in case of reverse stock
splits or combinations of our outstanding shares. The Series E
Conversion Price is subject to appropriate adjustment in the event
of certain dividends and distributions, stock splits, stock
combinations, reclassifications or similar events affecting the
Common Shares.
Limitations of Conversion. Holders of the shares of Series E
Preferred Shares shall be entitled to convert the Series E
Preferred Shares in full, regardless of the beneficial ownership
percentage of the holder after giving effect to such
conversion.
Voting. The holders of each Series E Preferred Share
are entitled to the voting power of one thousand (1,000) Common
Shares of the Issuer. The holders of Series E Preferred
Shares and the holders of the Issuer’s Common Shares shall vote
together as one class on all matters submitted to a vote of
shareholders of the Issuer. The holders of Series E Preferred
Shares have no special voting rights and their consent shall not be
required for taking any corporate action.
Distributions. The holders of Series E Preferred Shares are
entitled to receive certain dividends and distributions paid to
holders of Common Shares on an as-converted basis. Upon any
liquidation, dissolution or winding up of the Issuer, the holders
of Series E Preferred Shares shall be entitled to receive the net
assets of the Issuer pari passu with the Common Shares.
Redemption. The Issuer at its option shall have the
right to redeem a portion or all of the outstanding Series E
Preferred Shares. The Issuer shall pay an amount equal to one
thousand dollars ($1,000) per each Series E Preferred Share (the
“Liquidation Amount”), plus a redemption premium equal to
fifteen percent (15%) of the Liquidation Amount being redeemed if
that redemption takes place up to and including March 29, 2020 and
twenty percent (20%) of the Liquidation Amount being redeemed if
that redemption takes place after March 29, 2020, plus an amount
equal to any accrued and unpaid dividends on such Preferred Shares
(collectively referred to as the "Redemption Amount"). In
order to make a redemption, the Issuer shall first provide one
business day advance written notice to the holders of his intention
to make a redemption (the “Redemption Notice”), setting
forth the amount it desires to redeem. After receipt of the
Redemption Notice, the holders shall have the right to elect to
convert all or any portion of their Series E Preferred Shares. Upon
the expiration of the one business day period, the Issuer shall
deliver to each holder the Redemption Amount with respect to the
amount redeemed after giving effect to conversions effected during
the notice period. The Series E Preferred Shares shall not be
subject to redemption in cash at the option of the holders thereof
under any circumstance.
Dividends. The holders of outstanding Series E Preferred
Shares shall be entitled to receive out of funds legally available
for the purpose, semi-annual dividends payable in cash on the last
day of June and December in each year (each such date being
referred to herein as a "Semi Annual Dividend Payment
Date"), commencing on the first Semi Annual Dividend Payment
Date in an amount per share (rounded to the nearest cent) equal to
fifteen percent (15%) per year of the liquidation amount of the
then outstanding Series E Preferred Shares computed on the basis of
a 365-day year and the actual days elapsed. Accrued but unpaid
dividends shall bear interest at fifteen percent (15%). Dividends
paid on the Series E Preferred Shares in an amount less than the
total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Issuer’s Board
of Directors may fix a record date for the determination of holders
of Series E Preferred Shares entitled to receive payment of a
dividend or distribution declared thereon, which record date shall
be no more than 30 days prior to the date fixed for the payment
thereof. Dividends will not be payable in cash, if such payment
violates any provision of any senior secured facility that the
Issuer has entered or (as the case may be) will enter into, or any
senior secured facility for which the Issuer has provided or (as
the case may be) will provide a guarantee, for as long as such
provisions, if any, remain in effect.
Ranking. All Series E Preferred Shares shall rank pari passu
with all classes of the Issuer’s Common Shares.
As of October 14, 2022, the 13,452 Series E Preferred Shares
beneficially owned by the Reporting Persons are convertible into
7,193,582 Common
Shares, assuming conversion at the Series E Conversion Price of
$1.87, calculated as described above as of such date.
Series D Preferred Stock
On
May 8, 2017, the Issuer issued 100,000 shares of Series D
Preferred Stock to Tankers Family Inc. a corporation all of
whose outstanding common shares are owned by the Trust. One share
of Series D Preferred Stock has the voting power of 1,000 Common
Shares. On December 1 and December 10, 2020, the Issuer sold and
leased back M/T Eco Beverly Hills and M/T Eco Bel Air,
respectively, to a third non-affiliated party (the “Navigare
Lease”). As a prerequisite for the Navigare Lease, Mr.
Evangelos J. Pistiolis personally guaranteed the performance of the
bareboat charters entered in connection with the lease, under
certain circumstances, and in exchange, the Issuer amended the
Certificate of Designations governing the terms of the Series D
Preferred Shares, to adjust the voting rights per share of Series D
Preferred Shares such that during the term of the Navigare Lease,
the combined voting power controlled by Mr. Evangelos J. Pistiolis
and the Lax Trust does not fall below a majority of the total
voting power of the outstanding voting shares of the Issuer,
irrespective of any new common or preferred stock issuances, and
thereby complying with a relevant covenant of the bareboat charters
entered in connection with the Navigare Lease. The voting power of
each share of Series D Preferred Stock and the number of shares of
Series D Preferred Stock outstanding are not otherwise subject to
adjustment, including in the event of a stock dividend payable on
the Issuer’s Common Shares or a subdivision or combination of the
Issuer’s outstanding Common Shares. Shares of the Series D
Preferred Stock are not convertible into Common Shares and have no
dividend or other economic rights.
| Item
7. |
Material to
be Filed as Exhibits. |
| Exhibit
A |
Joint Filing
Undertaking. |
| |
|
| Exhibit B |
Certificate of Designation of Rights, Preferences and Privileges of
Series D Preferred Stock (incorporated by reference to Exhibit 4.1
of the Issuer's Current Report on Form 6-K, filed with the
Commission on May 8, 2017).
|
| Exhibit C |
Certificate of Amendment to Certificate of
Designation of Rights, Preferences and Privileges of Series D
Preferred Stock (incorporated by reference to Exhibit 3.1 of the
Issuer’s Current Report on Form 6-K, filed on December 4,
2020). |
| |
|
| Exhibit D |
Stock
Purchase Agreement dated March 29, 2019 (incorporated by reference to Exhibit 99.1
of the Issuer's Current Report on Form 6-K, filed with the
Commission on April 1, 2019). |
| |
|
| Exhibit E |
Certificate of Designation of Series E Perpetual
Convertible Preferred Stock dated March 29, 2019 (incorporated by reference to Exhibit 99.2
of the Issuer's Current Report on Form 6-K, filed with the
Commission on April 1, 2019). |
| |
|
| Exhibit F |
Standstill Agreement dated August 20, 2020
(incorporated by reference to
Exhibit 4.28 of the Issuer's Annual Report on Form 20-F, filed with
the Commission on April 23, 2021). |
| Exhibit
G |
Sale and Purchase Agreement between Top Ships
Inc. and Zizzy Charter Co. dated September 8, 2021 (incorporated by
reference to Exhibit G of the Schedule 13D/A filed by the Reporting
Persons with the Commission on September 24,
2021). |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
| Dated: October 14,
2022 |
FAMILY TRADING
INC. |
|
| |
|
|
| |
By: |
/s/ Dimosthenis
Eleftheriadis |
|
| |
Name: |
Dimosthenis
Eleftheriadis |
|
| |
Title: |
President/Director |
|
| |
|
|
|
| |
|
|
|
| |
THE LAX
TRUST |
|
| |
|
|
| |
NEW ZEALAND TRUST
CORPORATION LIMITED, as Trustee |
|
| |
|
|
| |
By: |
/s/ Karen Marshall |
|
| |
Name: |
Karen Marshall |
|
| |
Title: |
Director |
|
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby executes
this agreement as an exhibit to this Schedule 13D/A with respect to
the shares of common stock of TOP Ships Inc. to evidence the
agreement of the below-named parties, in accordance with the rules
promulgated pursuant to the Securities Exchange Act of 1934, as
amended, to file this Schedule 13D/A, and any amendments hereto,
jointly on behalf of each such party.
| Dated: October 14,
2022 |
FAMILY TRADING
INC. |
|
| |
|
|
| |
By: |
/s/ Dimosthenis
Eleftheriadis |
|
| |
Name: |
Dimosthenis
Eleftheriadis |
|
| |
Title: |
President / Director |
|
| |
|
|
| |
|
|
| |
THE LAX
TRUST |
|
| |
|
|
| |
NEW ZEALAND TRUST
CORPORATION LIMITED, as Trustee |
|
| |
|
|
| |
By: |
/s/ Karen Marshall |
|
| |
Name: |
Karen Marshall |
|
| |
Title: |
Director |
|